Schedule A  - AI Consultancy Services

This Schedule A forms part of the Quantum Web Solutions Pty Limited (QWS) terms governing the provision of services and supplements the QWS Terms & Conditions.

A1. Application of this Schedule

A1.1 This Schedule A (AI Consultancy Schedule) applies where the Services provided by QWS under the Agreement include AI consultancy services, AI advisory services, AI strategy services, AI implementation or build services, AI training, or any other Services described in the Site Quote as relating to artificial intelligence, machine learning or generative AI (together, AI Consultancy Services).

A1.2 This Schedule A forms part of the Agreement and supplements the Terms & Conditions. Capitalised terms not defined in this Schedule have the meaning given in the Terms & Conditions.

A1.3 To the extent of any inconsistency between this Schedule A and the Terms & Conditions, this Schedule A prevails in respect of AI Consultancy Services.

A2. Definitions

In this Schedule:

AI Solution means any system, workflow, automation, integration, agent, model deployment, prompt-based application, or similar implementation involving AI Tools or AI Services that QWS designs, recommends, configures, builds or assists the Client to deploy under the Agreement.

AI Provider means any third party provider of AI Tools or AI Services, including but not limited to providers of large language models, generative AI platforms, AI APIs, AI-enabled software-as-a-service, vector databases, and AI orchestration tools.

Client Data means any data, information, content, documents, records, samples or other materials provided by or on behalf of the Client to QWS, or processed by an AI Solution on behalf of the Client.

Recommendation means any recommendation, suggestion, advice, opinion, strategy, roadmap, architecture, tool selection, vendor selection, or guidance provided by QWS to the Client in connection with AI Consultancy Services.

Restricted Use has the meaning given in clause A8.

A3. Nature of AI Consultancy Services

A3.1 The Client acknowledges that AI Consultancy Services are advisory, strategic and/or implementation services and that:

  1. AI is a rapidly evolving field. The state of available AI Tools, AI Services, AI Providers, models, capabilities, pricing, terms of use, regulatory environment and best practices changes frequently and unpredictably;
  2. any Recommendation made by QWS is made based on the information available to QWS, the information provided by the Client, and the state of AI technology and the market at the time the Recommendation is made;
  3. a Recommendation may cease to be optimal, current or appropriate at any time after it is made, including shortly after it is made, due to changes outside QWS’s control (including model deprecations, pricing changes, new model releases, regulatory changes, or changes in AI Provider terms);
  4. QWS has no obligation to revisit, update, monitor or revise any Recommendation after it has been delivered, unless the Client engages QWS to do so under a further Site Quote;
  5. QWS does not represent or warrant that any Recommendation or AI Solution is the “best” or “optimal” available, only that QWS has applied reasonable skill and care in making the Recommendation based on the information available at the relevant time; and
  6. the Client is responsible for its own decisions on whether to adopt, implement, continue or discontinue any Recommendation or AI Solution.

A3.2 QWS will use reasonable skill, care and judgement in providing AI Consultancy Services but does not guarantee any particular outcome, including any specific efficiency gain, cost saving, accuracy level, return on investment, model performance, or business result.

A4. Reliance on Client Information

A4.1 Recommendations and AI Solutions are based on information provided by the Client, including information about the Client’s business, processes, data, systems, users, regulatory environment, intended use cases and constraints.

A4.2 The Client warrants that the information it provides to QWS for the purposes of AI Consultancy Services is, to the best of the Client’s knowledge, accurate, complete and current, and that the Client has disclosed all matters reasonably relevant to the Services, including any applicable regulatory, industry-specific or sector-specific requirements.

A4.3 QWS is entitled to rely on information provided by the Client without independent verification, and QWS will not be liable for any deficiency in any Recommendation or AI Solution arising from incomplete, inaccurate or out-of-date information provided by the Client.

A5. Third Party AI Providers and Tools

A5.1 The Client acknowledges and agrees that QWS does not control, and is not responsible for, any AI Provider or AI Tool, including:

  1. the accuracy, completeness, reliability, currency, quality, safety or appropriateness of any output;
  2. the availability, uptime, performance, latency or response of any AI Tool or AI Provider system;
  3. the pricing, billing, commercial terms, terms of service, acceptable use policies or privacy policies of any AI Provider, including changes to those terms;
  4. the AI Provider’s handling, storage, retention, processing, location or use of Client Data or any data submitted to it, including any use for model training;
  5. any model deprecation, change, withdrawal, restriction or modification by an AI Provider;
  6. any error, defect, hallucination, bias, omission, security vulnerability or harmful output of any AI Tool; or
  7. any regulatory action taken by or against an AI Provider.

A5.2 Where QWS recommends or uses an AI Provider in the provision of the Services, the Client is responsible for reviewing and agreeing to that AI Provider’s terms of service and privacy policy directly with the AI Provider. The Client’s contractual relationship in respect of the use of the AI Provider’s services is with the AI Provider, not with QWS.

A5.3 QWS may, acting reasonably, substitute, change or recommend changes to AI Providers, AI Tools or AI Solutions over time, including where QWS considers that an alternative is more appropriate for the Client’s needs or where the existing AI Provider has changed its terms, pricing, capability or availability.

A5.4 QWS may decline to use or recommend a particular AI Provider or AI Tool where QWS considers, acting reasonably, that its use would present an unacceptable security, privacy, ethical, regulatory or commercial risk.

A6. Regulatory and Sector-Specific Compliance

A6.1 The Client is solely responsible for identifying, understanding and complying with all laws, regulations, industry codes, professional obligations, contractual obligations and internal policies applicable to the Client’s business and to the Client’s use of any Recommendation or AI Solution, including (without limitation):

  1. the Privacy Act 1988 (Cth) and the Australian Privacy Principles;
  2. the My Health Records Act 2012 (Cth) and any other health information legislation;
  3. sector-specific laws and codes including those relating to healthcare, financial services, legal services, education, children’s services and government;
  4. cross-border data transfer obligations;
  5. any obligations under contracts with the Client’s own customers, patients, clients or third parties;
  6. any current or emerging AI-specific regulation, code or guidance; and
  7. anti-discrimination, consumer protection and intellectual property laws.

A6.2 AI Consultancy Services do not constitute legal, regulatory, medical, financial or other professional advice. Recommendations are general advisory services provided from a technical and operational perspective. The Client must obtain its own legal, regulatory and professional advice on the application of any law or regulation to its specific circumstances and to any Recommendation or AI Solution.

A6.3 The Client warrants that, prior to accepting any Site Quote, it has disclosed to QWS in writing:

  1. any sector-specific regulatory requirements applicable to its business that may affect the Services (for example, that the Client is a healthcare provider, financial services provider, or operates in a regulated industry);
  2. any categories of sensitive, personal, health, financial or otherwise regulated information that may be involved in the Services; and
  3. any internal policies, accreditation requirements or contractual obligations that constrain the use of AI Tools, AI Providers or particular technologies.

A6.4 If, during the course of the Services, QWS becomes aware that the Services involve, or may involve, the handling of data or use cases that QWS considers (acting reasonably) to present a regulatory, privacy, security or ethical risk that has not been adequately addressed, QWS may:

  1. require the Client to provide additional information, warranties or undertakings;
  2. require changes to the scope or approach of the Services (which will be treated as a Change or Substantial Change under clause 7 of the Terms & Conditions);
  3. suspend the Services pending resolution; or
  4. terminate the Services on written notice.

A7. Client Data and Data Handling

A7.1 The Client is responsible for the legality, accuracy, quality and integrity of all Client Data provided to QWS or processed by an AI Solution.

A7.2 The Client warrants that:

  1. it has the right to provide Client Data to QWS and to permit QWS to use Client Data for the purposes of the Services;
  2. it has obtained all necessary consents, authorisations and notifications required under applicable privacy, health information and data protection laws for the disclosure of Client Data to QWS, to any AI Provider, and to any other third party reasonably necessary for the provision of the Services;
  3. any Client Data containing personal information, health information, or other sensitive information has been de-identified or anonymised to the extent reasonably practicable, and otherwise that the Client has a lawful basis for providing it to QWS;
  4. the Client has satisfied itself that the channels and methods used to provide Client Data to QWS (including email, file transfer or any other method chosen by the Client) are appropriate for the sensitivity of that data; and
  5. the provision of Client Data to QWS does not breach any law, regulation, contract or third party right.

A7.3 QWS may, at any time and acting reasonably, refuse to accept Client Data provided by an insecure or inappropriate channel, or require the Client to use specified channels or to de-identify data before providing it.

A7.4 Where an AI Solution involves data being processed by, stored on, or transmitted through systems operated by an AI Provider or other third party, the Client acknowledges that such processing, storage and transmission is governed by the relevant third party’s terms, and that QWS is not the controller of, and does not warrant the security or handling of, data once it is in the third party’s systems.

A7.5 The Client agrees to indemnify and hold QWS harmless from any Claim arising from or in connection with:

  1. Client Data provided to QWS, including any breach of privacy, health information or data protection laws by the Client in providing that data;
  2. the Client’s failure to comply with any regulatory or compliance obligation applicable to the Client; or
  3. the use of Client Data in or with any AI Solution at the Client’s request or as reasonably necessary for QWS to perform the Services.

A8. Restricted Uses

A8.1 The following uses are Restricted Uses and require additional written terms in the Site Quote (or a separate written agreement) before QWS will provide AI Consultancy Services in relation to them:

  1. Fully automated decisions affecting individuals, where AI output directly produces a decision affecting a person’s legal rights, health, finances, employment, housing, education, insurance or access to essential services, without meaningful human review;
  2. Clinical or diagnostic applications, where AI output is used to diagnose, treat, triage or make recommendations directly affecting patient care;
  3. Safety-critical systems, where AI output controls or directly influences the operation of physical equipment, vehicles, medical devices, building systems, or any system where failure could cause injury or significant property damage; and
  4. Professional advice to end users, where AI output is delivered to end users as legal, financial, tax or medical advice without qualified professional review.

A8.2 The Client warrants, upon accepting each Site Quote, that the Services described in that Site Quote do not involve any Restricted Use, except to the extent that a Restricted Use is expressly identified in the Site Quote and the parties have agreed in writing on the additional terms applicable to that Restricted Use.

A8.3 If the Client becomes aware that the Services involve, or may involve, a Restricted Use that has not been expressly identified in the Site Quote, the Client must promptly notify QWS in writing. QWS may, on receiving such notification or on becoming aware of a Restricted Use, require additional terms, refuse to proceed, suspend or terminate the Services under clause A6.4.

A8.4 Where the Services proceed to involve a Restricted Use that was not identified in the Site Quote and not agreed in writing, the Client’s warranty in clause A8.2 is breached and the Client indemnifies QWS in accordance with clause A7.5 for any resulting Claim.

A9. Intellectual Property in AI Solutions

A9.1 Subject to payment in full of all amounts payable under the Agreement, and except as otherwise expressly agreed in writing in the Site Quote:

  1. ownership of AI Solutions built by QWS for the Client will vest in the Client on delivery;
  2. the Client is responsible for the ongoing licensing, configuration, security, monitoring and operation of any AI Solution after delivery (subject to any ongoing managed service expressly included in the Site Quote);
  3. the Client is responsible for accepting and complying with all AI Provider terms applicable to the AI Solution; and
  4. nothing in this clause assigns or licenses any third party Intellectual Property Rights (including AI Provider Intellectual Property Rights), which remain the property of their respective owners.

A9.2 The Site Quote may specify that, by exception, QWS retains all or part of the Intellectual Property Rights in an AI Solution (for example, where the underlying concept was originated by QWS with limited Client input), or that Intellectual Property Rights are shared between QWS and the Client. Where the Site Quote does not specify, clause A9.1 applies.

A9.3 In all cases, QWS retains all rights in:

  1. QWS’s pre-existing methodologies, frameworks, templates, prompts, prompt libraries, configurations, code components and know-how used in providing the Services; and
  2. general skills, knowledge and experience acquired by QWS in the course of providing the Services.

A9.4 The Client acknowledges that AI Solutions may incorporate or rely on outputs generated by AI Tools and that the legal status of Intellectual Property Rights in AI-generated outputs is unsettled and varies by jurisdiction. QWS makes no warranty as to the ownership, originality or copyright status of AI-generated outputs.

A10. Hosting and Managed Services

A10.1 Where QWS sets up an AI Solution under accounts held by the Client with one or more AI Providers, the Client:

  1. is the account holder and is contractually responsible to the AI Provider for the account, including all usage charges, compliance with the AI Provider’s terms, and any acts or omissions in connection with the account;
  2. is responsible for maintaining valid payment methods, sufficient credit and continued service with the AI Provider; and
  3. acknowledges that QWS’s access to such accounts is for the purpose of providing the Services and may be revoked by the Client at any time.

A10.2 Where QWS manages hosting or operation of an AI Solution on behalf of the Client, the scope, fees and term of those managed services will be set out in the Site Quote. In the absence of express agreement, no ongoing managed service is included.

A11. Fees for AI Consultancy Services

A11.1 All time spent by QWS in providing AI Consultancy Services is chargeable, including (without limitation):

  1. responding to questions, queries or requests from the Client, however described (including questions described by the Client as “quick”, “small” or “minor”);
  2. attending meetings, calls and discussions;
  3. researching, testing or evaluating AI Tools, AI Providers, models or approaches;
  4. providing opinions, second opinions or sanity checks;
  5. reviewing Client materials, configurations or proposals;
  6. troubleshooting issues with AI Solutions; and
  7. project management, communication and documentation in connection with the Services.

A11.2 The Client acknowledges that the value of AI Consultancy Services often lies in QWS’s experience, expertise and judgement, which enables QWS to respond quickly and accurately, and that the time taken to deliver a Service is not a measure of the value of that Service.

A11.3 Where the Site Quote provides for a fixed fee, that fixed fee covers the scope of work expressly identified in the Site Quote only. Any work outside that scope (including responses to questions, requests or issues outside the defined scope) is a Change or Substantial Change under clause 7 of the Terms & Conditions and is chargeable in addition to the fixed fee.

A11.4 Where the Site Quote provides for time-and-materials billing or for a retainer, all time spent on AI Consultancy Services is recorded and charged in accordance with the Site Quote.

A11.5 Where the Site Quote specifies an hourly rate, daily rate or other time-based rate for AI Consultancy Services (Consultancy Rate), that Consultancy Rate is fixed for a minimum period of six (6) months from the date the Site Quote is accepted by the Client (Rate Period). After the expiry of the Rate Period, QWS may review and adjust the Consultancy Rate by giving the Client at least thirty (30) days’ written notice of the revised rate. The Client acknowledges that:

  1. AI is a rapidly evolving field, and QWS’s costs of staying current with AI Tools, AI Providers, models, techniques, training and research can change materially over short periods;
  2. demand for specialist AI consultancy services, and the market rate for those services, may also change over short periods; and
  3. the Rate Period and review mechanism are intended to balance pricing certainty for the Client with QWS’s ability to maintain a sustainable, current and high-quality service offering.

A11.6 If QWS gives notice of a revised Consultancy Rate under clause A11.5, the revised rate applies to all AI Consultancy Services performed after the effective date of the notice. Work performed before the effective date will be charged at the previous Consultancy Rate. Any work that has been quoted at a fixed fee in an accepted Site Quote is not affected by a change to the Consultancy Rate.

A12. No Reliance on Outputs Without Review

A12.1 The Client acknowledges that outputs of AI Tools and AI Solutions may be incorrect, incomplete, outdated, biased, fabricated (“hallucinated”), or otherwise unsuitable, and that the Client must apply its own review, judgement and verification before relying on or acting on any AI output, particularly where the output may affect:

  1. legal, regulatory or contractual obligations of the Client;
  2. decisions affecting individuals (whether employees, customers, patients, clients or others);
  3. financial transactions or commitments;
  4. health, safety or wellbeing; or
  5. communications to third parties.

A12.2 QWS is not liable for any loss arising from the Client’s reliance on AI outputs without appropriate human review.

A13. Limitation of Liability

A13.1 Clauses 15, 16 and 17 of the Terms & Conditions apply to AI Consultancy Services, with the following clarifications:

  1. references in those clauses to the Website and to web-related Services extend to AI Solutions, Recommendations and AI Consultancy Services;
  2. without limiting clause 15.1 of the Terms & Conditions, QWS is not liable for any loss arising from any matter in clauses A3, A4, A5, A6, A7, A8, A9, A10 or A12 of this Schedule.

A13.2 For the avoidance of doubt, QWS’s aggregate liability for any and all Claims arising out of or in connection with AI Consultancy Services is subject to the cap in clause 15.2 of the Terms & Conditions.

 
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